Common use of Notice of Termination; Effect of Termination Clause in Contracts

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.8, this Section 9.3, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach of this Agreement or its own Intentional Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.5, Section 7.8, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any willful and intentional breach of this Agreement or its own Intentional Fraudintentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.87.7, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraudintentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) or such later time as may be contemplated by Sections 7.1(b), (d), (e)). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect and the Transactions no party hereto shall be abandonedhave any liability hereunder, except for and subject to the following: (i) as set forth in Section 7.4, Section 7.85.5(a), this Section 9.37.2, Section 7.3, and Article XI IX (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any willful breach of this Agreement or Agreement. This Section 7.2 shall not impair the right of any party to compel specific performance by another party of its own Intentional Fraudobligations hereunder.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under under, and in accordance with, Section 9.1 8.1 above will be effective immediately upon the delivery of a written notice of the terminating Party party to the other Parties. (b) party hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in Section 7.4, Section 7.86.4(a) (Confidentiality), this Section 9.38.2, Section 8.3 (Fees) and Article XI IX (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination of this Agreement or its own Intentional Fraudshall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.87.7, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach of this Agreement or its own Intentional Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.01 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.18.01, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.46.05(a), Section 7.86.07, this Section 9.38.02, Article XI (General Provisions) X and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any willful breach of this Agreement or its own Intentional Fraudintentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 11.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.111.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: that (i) Section 7.48.6, Section 7.8, 8.9 and this Section 9.311.2, Article XI (General Provisions) XII and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own any Willful Breach of this Agreement or its own Intentional Fraudintentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect effect, and the Transactions parties hereto shall be abandonedhave no further liability hereunder, except for and subject to the following: (i) as set forth in this Section 7.47.2, Section 7.85.3(a), this Section 9.37.3 and Article VIII, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach of fraud in connection with, or any willful breach of, this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any Except as otherwise provided in Section 8.1.H. above, any termination of this Agreement under Section 9.1 8.1. above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Partiesparties hereto (or such later time as may be required by Section 8.1. (b) ). In the event of the termination of this Agreement agreement as provided in Section 9.18.2., this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.48.2., Section 7.86.1.C.(i), this Section 9.38.3. and Section 9., Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach of fraud in connection with, or any willful breach of, this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (bor such later time as may be contemplated by Section 8.1(e) and 8.1(f)). In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions no party hereto shall be abandonedhave any liability hereunder, except for and subject to the following: (i) as set forth in Section 7.4, Section 7.85.3(c), this Section 9.38.2, Section 8.3 and Article XI IX (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any willful breach of this Agreement or Agreement. This Section 8.2 shall not impair the right of any party to compel specific performance by another party of its own Intentional Fraudobligations hereunder.

Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under pursuant to Section 9.1 above will shall be effective immediately upon the delivery of written notice of the terminating Party party to the other Partiesparty. (b) In the event of the termination of this Agreement by any party as provided in Section 9.1, this Agreement shall be of no further force or effect forthwith become void and the Transactions there shall be abandonedno liability or obligation on the part of any party except with respect to this Section 9.2, Section 7.3(b), Section 7.3(d), Section 7.13(c), Section 9.3 and Article X which shall remain in full force and effect; provided, however, except for as set forth in Section 9.3(i) that a party may seek to recover damages caused by a Willful and subject to the following: (i) Section 7.4, Section 7.8, this Section 9.3, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Material Breach of this Agreement by another party of any of its representations, warranties, covenants or its own Intentional Fraudother agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions Transaction shall be abandoned, except for and subject to the following: (i) as set forth in this Section 7.48.2, Section 7.8, this Section 9.3, 8.3 and Article XI IX (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , (ii) as set forth in Section 1.7 hereof with respect to the handling of the Deposit, and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any intentional or willful breach of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.46.4, Section 7.86.7, this Section 9.38.2, Article XI X (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraudintentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under pursuant to Section 9.1 above will 3.2 hereof shall be effective immediately upon the delivery of written notice of by the terminating Party party to the other Parties. (bparties hereto, except for termination under Section 3.2(e) which shall occur automatically and without any further actions by any of the parties. In the event of the termination of this Agreement as provided in pursuant to Section 9.13.2 hereof, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.43.3, Section 7.83.4, this Section 9.39.10, Article XI (General ProvisionsSection 12.2(a) and the Confidentiality Agreement Article XIV hereof, each of which shall survive the termination of this Agreement; Agreement without limitation, and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any breach of this Agreement or its own Intentional Fraudinvalidate the provisions of the Confidentiality Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 11.1 above will be effective immediately upon (subject to the proviso therein for application thirty (30) days thereafter) the delivery of written notice of the terminating Party to the other Parties. (b) Parties hereto. In the event of the termination of this Agreement as provided in Section 9.111.1, this Agreement shall be of no further force or effect and the Transactions Acquisition shall be abandoned, except for and subject to the following: (i) Section 7.47.16, Section 7.8, this Section 9.3, and Article XI 12 (General ProvisionsMiscellaneous) and the Confidentiality Agreement shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any breach of this Agreement or its own Intentional Fraudand/or the other Transaction Documents.

Notice of Termination; Effect of Termination. (a) Any termination of this -------------------------------------------- Agreement under pursuant to Section 9.1 above will 8.1 hereof shall be effective immediately upon the ----------- delivery of written notice of the terminating Party party to the other Parties. (b) party hereto. In the event of the termination of this Agreement as provided in pursuant to Section 9.18.1 ----------- hereof, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.48.2, Section 7.88.3 and Article IX hereof, this Section 9.3, Article XI (General Provisions) and the Confidentiality Agreement each of which ----------- ----------- ---------- shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party party hereto from liability Liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.87.7, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any willful and intentional breach of this Agreement or its own Intentional Fraudintentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.87.7, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraudintentional and actual fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.6, Section 7.87.9, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach of this Agreement or its own any Intentional Fraud.

Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under Section 9.1 above 10.1 will be effective immediately upon the delivery of written notice of termination by the terminating Party Party, in the case of Buyers, to the other Parties. Seller, and in the case of the Seller, to Buyers (bit being understood that, in the case of any termination pursuant to Section 10.1(d) or Section 10.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 10.1(d) or Section 10.1(e) shall not be construed as notice of termination). In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (ia) as set forth in Section 7.4, Section 7.810.1, this Section 9.310.2 and Sections 11.1 through 11.10, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (iib) nothing herein shall relieve any Party from liability for its own Willful Breach any breach of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any In the event of termination of this Agreement under as provided in Section 9.1 above will be effective immediately upon the delivery of written notice of (other than Section 9.1(a)), the terminating Party shall deliver prompt notice thereof to the other Parties. (b) , specifying the provisions hereof pursuant to which such termination is made. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in Section 7.46.2(a), Section 7.86.3, this Section 9.39.2 and Article X, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party from liability Liability for its own Willful Breach any breach of this Agreement. No termination of this Agreement or its own Intentional Fraudshall affect the obligations of the Parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. (a) Any proper termination -------------------------------------------- of this Agreement under Section 9.1 above will shall be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) or, if all of the conditions therefor are satisfied, upon the expiration of any relevant cure period provided for in the relevant paragraphs of Section 9.1). In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) Section 7.4, Section 7.8, as set forth in this Section 9.39.2 and Article 11, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party party from liability Liability for its own Willful Breach any willful breach of any covenant of this Agreement or its own Intentional Fraudfor any intentional or willful act or omission by a party which renders any representations or warranties of such party untrue.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) party hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions Transaction shall be abandoned, except for and subject to the following: (i) as set forth in this Section 7.49.2, Section 7.8, this Section 9.3, 9.3 and Article XI X (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , (ii) the provisions of Section 1.6(d) shall continue in effect and shall govern the payment and disposition of the Deposit, and (iiiii) nothing herein shall relieve any Party party from liability for its own Willful Breach any intentional or willful breach of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under pursuant to Section 9.1 above will be effective immediately upon the delivery of written notice of by the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.1any such termination, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.49.2, Section 7.8, this Section 9.3, 9.3 and Article XI X (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any breach of this Agreement. No termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or its own Intentional Fraudfailure to perform any obligations.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.5, Section 7.87.7, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional FraudFraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this -------------------------------------------- Agreement under pursuant to Section 9.1 above will 8.1 hereof shall be effective immediately upon the ----------- delivery of written notice of the terminating Party party to the other Parties. (b) party hereto. In the event of the termination of this Agreement as provided in pursuant to Section 9.18.1 ----------- hereof, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.48.2, Section 7.88.3 and Article IX hereof, this Section 9.3, Article XI (General Provisions) and the Confidentiality Agreement each of which ----------- ----------- shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party party hereto from liability Liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) subject to any cure period specified by the applicable provision of Section 7.1). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect and the Transactions Merger, the Reorganization and the other transactions contemplated hereby shall be abandoned, except for and subject to the following: (i) Section 7.4Sections 5.7(a), Section 7.8, this Section 9.3, 7.2 and 7.3 and Article XI IX (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any willful, knowing, intentional or material breach of this Agreement or its own Intentional Fraudprior to termination.

Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under Section 9.1 above 10.1 will be effective immediately upon the delivery of written notice of termination by the terminating Party Party, in the case of Purchaser, to the other Parties. Sellers, and in the case of the Sellers, to Purchaser (bit being understood that, in the case of any termination pursuant to Section 10.1(d) or Section 10.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 10.1(d) or Section 10.1(e) shall not be construed as notice of termination). In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (ia) as set forth in Section 7.4, Section 7.810.1, this Section 9.310.2 and Sections 11.1 through 11.10, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (iib) nothing herein shall relieve any Party from liability for its own Willful Breach any breach of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.6, Section 7.87.9, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach of this Agreement or its own any Intentional Fraud.. ARTICLE X

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) subject to any cure period specified by the applicable provision of Section 8.1). In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions Mergers shall be abandoned, except for and subject to the following: (i) Section 7.4Sections 5.6(a), Section 7.8, this Section 9.3, 8.2 and 8.3 and Article XI X (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any willful breach of this Agreement or its own Intentional Fraudprior to termination.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.01 above will shall be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.18.01, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.46.05(a), Section 7.86.07, this Section 9.38.02, Article XI (General Provisions) X and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any willful breach of this Agreement or its own Intentional Fraudintentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.8, Section 7.87.11, this Section 9.39.2(b), Article XI ARTICLE X (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraudintentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.8(a) (Confidentiality), Section 7.87.11 (No Claim Against Trust Account), this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Actual Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.46.5(a), Section 7.86.7, this Section 9.38.2, Article XI (General Provisions) ARTICLE X and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own any Willful Breach of this Agreement or its own Intentional Fraudintentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 ‎9.1 above will be effective immediately upon the delivery of written notice of by the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1‎9.1, this Agreement shall be of no further force or effect and the Transactions contemplated under this Agreement shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.8‎7.5(a) (Confidentiality; Communications Plan; Access to Information), this Section 9.3‎9.2 (Notice of Termination; Effect of Termination), Article and ‎Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraudfraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.01 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.18.01, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the followingexcept: (i) Section 7.4, Section 7.86.11, this Section 9.38.02, Article XI X (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraudfraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 ‎9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1‎9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4‎7.4, Section 7.8‎7.7, this Section 9.3‎9.2, Article XI ‎XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of by the terminating Party party to the other Parties. parties hereto (b) or, in the case of a termination pursuant to Section 7.1(e), 7.1(f), or 7.1(g), the expiration of the periods referred to therein). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: that (i) the confidentiality obligations of each party hereto contained in Section 7.45.3, Section 7.8, this Section 9.3, Article XI (General Provisions) and the Confidentiality Agreement provisions of Sections 7.2, 7.3 and 8.1 shall survive the any such termination of this Agreement; and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any material breach of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of A party desiring to terminate this Agreement under pursuant to Section 9.1 above will be effective immediately upon the delivery of 7.1(b), (c), (d), (e), (f), (g), (h), or (i) shall give written notice of the terminating Party such termination to the other Parties. (b) party, specifying the provision pursuant to which such termination is effective. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.47.2, Section 7.87.3 and Article VIII, this Section 9.3, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any willful breach of this Agreement. No termination of this Agreement or its own Intentional Fraudshall affect the obligations of the parties contained in the Non-Disclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.87.7, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.87.7, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraudintentional and actual Fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any ---------------------------------------------- termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions Transaction shall be abandoned, except for and subject to the following: (i) as set forth in this Section 7.48.2, Section 7.8, this Section 9.3, 8.3 and Article XI IX (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , (ii) as set forth in Section 1.7 hereof with respect to the handling of the Deposit, and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any intentional or willful breach of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.8, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach of this Agreement or its own Intentional Fraud.

Notice of Termination; Effect of Termination. (a) Any proper termination -------------------------------------------- of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) or, if all the conditions therefor are satisfied, upon the expiration of any relevant cure period provided for in the relevant paragraphs of Section 9.1). In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) Section 7.4, Section 7.8, as set forth in this Section 9.39.2 and Section 11, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any willful breach of any covenant of this Agreement or its own Intentional Fraudfor any intentional or willful act or omission by a party which renders any representations or warranties of such party untrue.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.01 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.18.01, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the followingexcept: (i) Section 7.4, Section 7.86.10, this Section 9.38.02, Article XI X (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraudfraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect effect, and there will be no liability or obligation on the Transactions shall be abandoned, except for and subject to the following: part of any party hereto (or any of their respective Representatives or Affiliates); provided that (i) the provisions set forth in Section 7.47.1(e), Section 7.87.3(a), this Section 9.3, 10.2 and Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from any liability for its own Willful Breach resulting from any willful breach by such party of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of by the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions contemplated under this Agreement shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.87.5(a) (Confidentiality; Communications Plan; Access to Information), this Section 9.3, 9.2 (Notice of Termination; Effect of Termination) and Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for its own Willful Breach any intentional breach of this Agreement or its own Intentional Fraudfraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the applicable party (subject to any applicable cure periods in Section 8.1.5 and Section 8.1.6), as terminating Party party, to the other Parties. (b) parties. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.48.2, Section 7.88.3, this Section 9.38.4 and Section 9 (Miscellaneous), Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any breach of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of a valid written notice of the terminating Party party to the other Parties. (b) party hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject (a) as set forth in Section 7.3(a) with respect to the following: (i) Section 7.4, Section 7.8confidentiality, this Section 9.39.2, Section 9.3 and Article XI (General Provisions) and the Confidentiality Agreement other than Section 11.18, which shall be of no further force or effect), each of which shall survive the termination of this Agreement; Agreement and (iib) nothing herein shall relieve any Party party from liability for its own Willful Breach any willful breach of this Agreement. No termination of this Agreement or its own Intentional Fraudshall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under Section 9.1 8.01 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in under Section 9.18.01, this Agreement shall be of no further force or effect and without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the Transactions shall be abandonedother parties hereto, except for and subject to the following: (i) as set forth in this Section 7.48.02, Section 7.88.03 and Article 9, this Section 9.3, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (ii) that nothing herein shall relieve any Party party from liability for its own Willful Breach any willful breach of this Agreement. No termination of this Agreement or its own Intentional Fraudshall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.6, Section 7.87.9, this Section 9.39.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; Agreement; and (ii) nothing herein shall relieve any Party from liability for its own any Willful Breach of this Agreement or its own Intentional Fraud.

Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under Section 9.1 above 10.1 will be effective immediately upon the delivery of written notice of termination by the terminating Party Party, in the case of Purchaser, to the other Parties. Sellers’ Representative, and in the case of the Sellers, to Purchaser (bit being understood that, in the case of any termination pursuant to Section 10.1(d) or Section 10.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 10.1(d) or Section 10.1(e) shall not be construed as notice of termination). In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (ia) as set forth in Section 7.4, Section 7.810.1, this Section 9.310.2 and Sections 11.1 through 11.10, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (iib) nothing herein shall relieve any Party from liability for its own Willful Breach any breach of this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (bor such later time as may be contemplated by Sections 7.1(e) and 7.1(f)). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect and the Transactions no party hereto shall be abandonedhave any liability hereunder, except for and subject to the following: (i) as set forth in Section 7.4, Section 7.85.3(c), this Section 9.37.2, Section 7.3, Section 7.6 and Article XI X (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any willful breach of this Agreement or Agreement. This Section 7.2 shall not impair the right of any party to compel specific performance by another party of its own Intentional Fraudobligations hereunder.

Notice of Termination; Effect of Termination. (a) Any termination of this -------------------------------------------- Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect effect, and the Transactions parties hereto shall be abandonedhave no further liability hereunder, except for and subject to the following: (i) as set forth in this Section 7.47.2, Section 7.85.3(a), this Section 9.37.3 and Article VIII, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach of fraud in connection with, or any willful breach of, this Agreement or its own Intentional FraudAgreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect effect, and there will be no liability or obligation on the Transactions shall be abandonedpart of either CMHC or Netsmart (or any of their respective Representatives or Affiliates), except for and subject to the following: (i) as set forth in Section 7.45.1(d), Section 7.85.3(b), this Section 9.310.2 and Article XI, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for its own Willful Breach any willful breach of this Agreement. In addition, the Confidentiality Agreement or its own Intentional Fraudshall not be affected by the termination of this Agreement.